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September 5, 2018
Lisa Walters-Hoffert
Chief Financial Officer
Dar Bioscience, Inc.
3655 Nobel Drive, Suite 260
San Diego, CA 92122
Re: Dar Bioscience, Inc.
Registration Statement on Form S-3
Filed August 24, 2018
File No. 333-227019
Dear Ms. Walters-Hoffert:
We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Form S-3 Filed August 24, 2018
Description of Purchase Contracts , page 21
1. We note your disclosure that you may issue purchase contracts for the
purchase or sale of
securities that may consist of securities of third parties. Please
advise us how you
anticipate conducting such offerings under the registration and
disclosure requirements of
the Securities Act. For example, please advise us of the disclosure you
will provide in the
applicable prospectus supplement or other offering materials, including,
as necessary, any
required financial statement and non-financial statement disclosure
about the issuer of
Lisa Walters-Hoffert
Dar Bioscience, Inc.
September 5, 2018
Page 2
such securities. For guidance, please refer to the Morgan Stanley & Co.,
Inc. no action
letter (June 24, 1996) and Securities Act Sections Compliance and
Disclosure
Interpretation 203.03.
2. It is not clear how the purchase contracts you propose to issue should be
characterized for
purposes of the federal securities laws. For example, the disclosure in
the filing indicates
that these contracts obligate you to purchase from holders, and obligate
holders to sell to
you, securities at a purchase price that may be fixed or may be
determined by a specific
formula. The disclosure in the filing also indicates that these contracts
may require you to
make periodic payments to the holders or for holders to make periodic
payments to you.
Furthermore, the disclosure indicates that you may purchase contracts
separately or as part
of units each consisting of a purchase contract and one or more
securities, including U.S.
Treasury securities. Finally, the disclosure in the filing indicates that
these contracts may
require the holders of the contracts to secure their obligations in a
specified manner.
Based on this disclosure it appears that these contracts may have
characteristics associated
with forwards, options and security-based swaps. Please provide us with
your legal
analysis as to how these contracts should be appropriately characterized
under the federal
securities laws.
3. We note the reference to "other property" that may be included in the
purchase contracts.
Please revise your disclosure to specify what other property may be
included in the
purchase contracts.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Jeffrey Gabor at 202-551-2544 or Mary Beth Breslin at
202-551-3625
with any questions.
Sincerely,
FirstName LastNameLisa Walters-Hoffert
Division of
Corporation Finance
Comapany NameDar Bioscience, Inc.
Office of
Healthcare & Insurance
September 5, 2018 Page 2
cc: Jenna Stewart, Esq.
FirstName LastName